AMENDMENT NO.1 TO ASSET PURCHASE AGREEMENT



 





Exhibit 10.2



AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT




          AMENDMENT NO. 1, dated as of July 2, 2004 (this “Amendment”), by and among
Polo Ralph Lauren Corporation, a Delaware corporation (the “Buyer”), RL
Childrenswear Company LLC, a Maryland limited liability company (the “Seller”),
and Sylvia Company LLC, a Maryland limited liability company, CUNY Associates
LLC, a Maryland limited liability company, LM Services LLC, a Maryland limited
liability company, S. Schwab Company, Incorporated, a Maryland corporation,
Samuel Schwab, Douglas Schwab, Tadd Schwab and Amy Owens (collectively, the
"Seller Affiliate Group”), to the Asset Purchase Agreement, dated as of May 25,
2004 (the “Asset Purchase Agreement”), by and among the Buyer, the Seller and
the Seller Affiliate Group (for the purposes specified therein).



          WHEREAS, the parties hereto wish to amend the Asset Purchase Agreement
upon the terms and conditions hereinafter set forth; and



          WHEREAS, pursuant to Section 12.3 of the Asset Purchase Agreement, the
parties hereto may amend the Asset Purchase Agreement.



          NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby forever acknowledged and confessed, the parties
hereto agree as follows:



          1. Capitalized terms used herein but not otherwise defined herein will
have the meanings set forth in the Asset Purchase Agreement.



          2. Section 2.3(c) of the Asset Purchase Agreement is hereby amended and
restated in its entirety as follows:




"(c) all obligations of the Seller to pay for Current Inventory
that would have constituted Conveyed Inventory as of the Closing
Date were they not goods-in-transit for which the Seller has not
made full payment as of the Closing Date and all obligations of the
Seller to pay for “seconds” Conveyed Inventory that would have
constituted Conveyed Inventory as of the Closing Date were they not
goods- in-transit for which the Seller has not made full payment as
of the Closing Date in respect of which existing open purchase
orders exist but only to the extent the purchase of such “seconds”
inventory is consistent with the Seller’s purchase manuals that
govern the purchase of such “seconds” inventory attached hereto as
Annex A.”



          3. Buyer and Seller agree and acknowledge that for purposes of calculating
the gross wholesale price of Licensed Products that are sold by Buyer to its
Affiliates following the Closing under the definition of “Shipments,” the gross
wholesale price will be calculated using the same sale discount such Affiliate
would have received from the Seller had it purchased such Licensed Products
from Seller under the License Agreement.



 









 





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          4. Except for allowances to Saks Inc. expressly provided for in the Asset
Purchase Agreement and this Amendment, the Seller represents and warrants that
as of the date hereof, other than open purchase orders, the Seller has no
Contractual Obligations relating to markdowns, returns, advertising allowances,
chargebacks or other discounts with Saks Department Store Group or any of its
Affiliates and the Seller acknowledges that this representation shall be deemed
to be included in the Basket Exclusions and not subject to the Basket Amount or
the indemnification cap.



          5. Attached as Exhibit A hereto is the purchase price allocation referred
to in Section 2.5 of the Asset Purchase Agreement.



          6. Buyer and Seller agree and acknowledge that the Seller shall be
entitled to receive Net Foreign Childrenswear Royalties (as defined in the
License Agreement) in respect of sales of Licensed Products made by Seller on
or prior to May 31, 2004 as provided in the License Agreement and that Seller
shall not be entitled to any such royalty payments for sales made after such
date.



          7. Buyer agrees and acknowledges that it will pay (and it will cause its
Affiliates to pay) all accounts payable due to the Seller on or before the
payment due date for such payment in the ordinary and normal course of business
consistent with Buyer’s past practice for making such payments to Seller (other
than any payments due under this Agreement which payments shall be made in
accordance with the terms of this Agreement) and Section 12.13 shall not apply
to any late payments of such accounts payable.



          8. Section 12.11 of the Asset Purchase Agreement is hereby amended and
restated in its entirety as follow:




“Section 12.11. Entire Agreement. The Agreement as amended by
Amendment No. 1 dated the Closing Date, together with the exhibits
and schedules hereto, and the other Transaction Documents are
intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the
subject matter contained herein and therein. There are no
restrictions, promises, representations, warranties or
undertakings, other than those set forth or referred to herein or
therein. The Agreement, together with the exhibits and schedules
hereto, and the other Transaction Documents supersede all prior
agreements and understandings between the parties with respect to
such subject matter.”



          9. Ratification of Asset Purchase Agreement. Except as otherwise
expressly provided by this Amendment, all of the terms and conditions of the
Asset Purchase Agreement are hereby ratified and shall remain unchanged and
continue in full force and effect.



          10. Headings. The headings in this Amendment are for convenience of
reference only and shall not limit or otherwise affect the meanings hereof.



          11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY
CONFLICT OF LAW PRINCIPLES THEREOF.



 









 





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          12. Consent to Jurisdiction and Service of Process. Each party (including
the Seller Affiliate Group) to this Amendment hereby irrevocably agrees that
any legal action or proceeding arising out of or relating to this Amendment or
any agreements or transactions contemplated hereby shall only be instituted in
the federal or state courts located in New York, New York and hereby expressly
submits to the personal jurisdiction and venue of such courts for the purposes
thereof and expressly waives any claim of improper venue and any claim that
such courts are an inconvenient forum. Each party (including the Seller
Affiliate Group) hereby irrevocably consents to the service of process of any
of the aforementioned courts in any such suit, action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
the address set forth or referred to in Section 12.1 of the Asset Purchase
Agreement.



          13. WAIVER OF JURY TRIAL. EACH PARTY (INCLUDING THE SELLER AFFILIATE
GROUP) HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY (INCLUDING THE SELLER AFFILIATE GROUP) HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



          14. Severability. If any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair
the benefits of the remaining provisions hereof.



          15. Counterparts. This Amendment may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.



[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




 









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in multiple originals by their authorized officers, all as of the date
first above written.



	 	 	 	 	 	 	 
	 	 	POLO RALPH LAUREN CORPORATION
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ GERALD M. CHANEY


	

	 	 	 	Name:
	 	Gerald M. Chaney
	

	 	 	 	Title:
	 	Senior Vice President, Finance & CFO
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	RL CHILDRENSWEAR COMPANY LLC
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ SAMUEL C. SCHWAB


	

	 	 	 	Name:
	 	Samuel C. Schwab
	

	 	 	 	Title:
	 	President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SYLVIA COMPANY LLC
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ SAMUEL C. SCHWAB


	

	 	 	 	Name:
	 	Samuel C. Schwab
	

	 	 	 	Title:
	 	President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LM SERVICES LLC
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ SAMUEL C. SCHWAB


	

	 	 	 	Name:
	 	Samuel C. Schwab
	

	 	 	 	Title:
	 	President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CUNY ASSOCIATES LLC
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ SAMUEL C. SCHWAB


	

	 	 	 	Name:
	 	Samuel C. Schwab
	

	 	 	 	Title:
	 	President







 









 





	 	 	 	 	 	 	 
	 	 	S. SCHWAB COMPANY, INCORPORATED
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ SAMUEL C. SCHWAB
	 	 	 	 	

	

	 	 	 	Name:
	 	Samuel C. Schwab
	

	 	 	 	Title:
	 	President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SAMUEL SCHWAB
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ SAMUEL SCHWAB
	 	 	

	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DOUGLAS SCHWAB
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ DOUGLAS SCHWAB
	 	 	

	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TADD SCHWAB
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ TADD SCHWAB
	 	 	

	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AMY OWENS
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ AMY OWENS